<PAGE>

THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF
COUNSEL IN FORM AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY THAT
REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY
SUCH LAWS.  THE OFFERING OF THIS SECURITY HAS NOT BEEN REVIEWED OR APPROVED BY
ANY STATE'S SECURITIES ADMINISTRATOR.  THIS WARRANT AND THE SHARES OF COMMON
STOCK PURCHASABLE HEREUNDER ARE ALSO SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED
AS OF OCTOBER 2, 1998, BY AND AMONG THE COMPANY AND THE OTHER PARTIES LISTED
THEREIN, COPIES OF WHICH ARE ON FILE WITH THE COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST AND WITHOUT CHARGE.  THIS WARRANT IS ALSO SUBJECT TO AN
EXECUTIVE EMPLOYMENT AGREEMENT DATED AS OF OCTOBER 2, 1998 BY AND BETWEEN THE
COMPANY AND RANDALL S.  FOJTASEK, A COPY OF WHICH IS ON FILE WITH THE COMPANY
AND WILL BE FURNISHED UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE REGISTERED
HOLDER OF THIS WARRANT.


                                                          Dated: October 2, 1998

                                    WARRANT

                   To Purchase 4,735,369 Shares of Common Stock

                             D AND W HOLDINGS, INC.

                            EXPIRING October 2, 2008.

       THIS IS TO CERTIFY THAT, for value received, Randall S.  Fojtasek, or
registered assigns as a holder of this Warrant (the "Holder") is entitled to
purchase from D and W Holdings, Inc., a Delaware corporation (the "Company"),
at any time or from time to time prior to 5:00 p.m., Dallas, Texas time,
October 2, 2008 at the place where the


<PAGE>

Warrant Agency (as hereinafter defined) is located, (i) at the A Exercise
Price (as hereinafter defined)  2,841,221 shares of common stock, par value
$.01 per share (the "Common Stock"), of the Company (the "A Warrant"), and
(ii) at the B Exercise Price (as hereinafter defined) a number of shares of
Common Stock equal to the product obtained when 1,894,148 is multiplied by a
fraction, the numerator of which is the number of days prior to October 2,
2001 which have elapsed after  (and excluding) the date hereof and the
denominator of which is 1095 (the "B Warrant", and, collectively with the A
Warrant, the "Warrant"), all subject to adjustment and upon the terms and
conditions as hereinafter provided; provided, however, in no event may the B
Warrant be exercised by the Holder prior to the occurrence of a Triggering
Event (as hereinafter defined).  The Holder shall designate at the time of
exercise whether the Holder is exercising an A Warrant or a B Warrant and the
number of shares of Common Stock to be purchased respectively thereunder.

       Certain terms used in this Warrant are defined in Article V.

                                    ARTICLE I

                               EXERCISE OF WARRANTS

       1.1    METHOD OF EXERCISE.  To exercise this Warrant in whole or in
part, the Holder shall deliver to the Company, at the Warrant Agency, (a)
this Warrant, (b) a written notice, in substantially the form of the
Subscription Notice attached hereto as Annex A, of such Holder's election to
exercise this Warrant, which notice shall specify (i) whether the Holder is
exercising an A Warrant and/or a B Warrant, (ii) the number of shares of
Common Stock to be purchased under an A Warrant and/or a B Warrant, as
applicable, (iii) the denominations of the share certificate or certificates
desired, (iv) the name or names in which such certificate or certificates are
to the registered, and (v) with respect to the exercise of a B Warrant, that
Holder requests the Board of Directors to determine whether a Triggering
Event has occurred, (c) if the Common Stock to be received upon the exercise
of this Warrant has not been registered under the Securities Act, a written
certification in substantially the form of the Certification attached hereto
as Annex B, and (d) payment of the Exercise Price with respect to such
shares.  Such payment may be made, at the option of the Holder, by cash,
money order, certified or bank cashier's check or wire transfer.

       If the Holder delivers to the Company a written notice of exercise of
any vested portion of the B Warrant as contemplated in the first paragraph of
this Section 1.1, the Company's Board of Directors (the "Board") shall,
within thirty (30) days of the date


<PAGE>

such notice of exercise is received by the Company, deliver to Holder a
written notice stating whether a Triggering Event had occurred as of the date
the written exercise notice is received by the Company. If Holder disagrees
with such determination, Holder and the Board shall proceed diligently and in
good faith to agree on whether a Triggering Event had occurred as of the date
the written exercise notice was received by the Company.  If such an
agreement has not been reached within fifteen (15) days from the date the
written notice of determination was delivered by the Board to the Executive,
the determination of whether a Triggering Event had occurred as of the date
the written exercise notice was received by the Company shall be made by a
"Big Five" accounting firm selected by the Board of Directors of the Company,
and reasonably acceptable to Holder, within forty-five (45) days from the
date written notice was delivered by the Board to the Executive that no
Triggering Event had occurred.  If such Big Five accounting firm determines
that a Triggering Event had occurred as of the date the exercise notice was
received, the fees and expenses of such accounting firm incurred in making
such determination shall be paid by the Company.  If such Big Five accounting
firm determines that a Triggering Event had not occurred as of the date the
exercise notice was received, the fees and expenses of such accounting firm
shall be paid by Holder.  In no event shall the Holder be entitled to deliver
a notice of exercise for all or any portion of the B Warrant more than twice
in any twelve month period which begins on October 2 of any year prior to
2008.

       With respect to the exercise of the A Warrant, the Company shall, as
promptly as practicable and in any event within five Business Days after receipt
of such written notice of exercise, execute and deliver or cause to be executed
and delivered, in accordance with such notice, a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said
notice.  With respect to the exercise of the B Warrant, the Company shall, as
promptly as practicable, and in any event within five Business Days after the
final determination that a Triggering Event had occurred as contemplated in the
second paragraph of this Section 1.1, execute and deliver or cause to be
executed and delivered, in accordance with such notice, a certificate or
certificates representing the aggregate number of shares of Common Stock
specified in said notice.  The share certificate or certificates so delivered
shall be in such denominations as may be specified in such notice or, if such
notice shall not specify denominations, shall be in the amount of the number of
shares of Common Stock for which the Warrant is being exercised, and shall be
issued in the name of the Holder or such other name or names as shall be
designated in such notice.  Such certificate or certificates shall be deemed to
have been issued, and such Holder or any other Person so designated to be named
therein shall be deemed for all purposes to have become a holder of record of
such shares, as of the date the aforementioned notice is received by the
Company.  If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the certificate or


<PAGE>

certificates, deliver to the Holder a new Warrant evidencing the rights to
purchase the remaining shares of Common Stock which may be purchased under
the A Warrant and/or the B Warrant, as applicable, which new Warrant shall in
all other respects be identical with this Warrant, or, at the request of the
Holder, appropriate notation may be made on this Warrant which shall then be
returned to the Holder.  The Company shall pay all expenses, taxes (if any)
and other charges payable in connection with the preparation, issuance and
delivery of share certificates and a new Warrant, except that, if share
certificates or a new Warrant shall be registered in a name or names other
than the name of the Holder, funds sufficient to pay all transfer taxes
payable as a result of such transfer shall be paid by the Holder at the time
of delivery of the aforementioned notice of exercise or promptly upon receipt
of a written request of the Company for payment.

       1.2    SHARES TO BE FULLY PAID AND NONASSESSABLE.  All shares of Common
Stock issued upon the exercise of this Warrant shall be validly issued, fully
paid and nonassessable and free from all preemptive rights of any stockholder,
and from all taxes.

       1.3    NO FRACTIONAL SHARES TO BE ISSUED.  The Company shall not be
required to issue fractions of shares of Common Stock upon exercise of this
Warrant.  If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, in lieu of such fractional share the
Company shall pay to the Holder, in cash, an amount equal to such fraction of
the Fair Market Value per share of Common Stock of the Company on the
Business Day immediately prior to the date of such exercise.

       1.4    SHARE LEGEND.  Each certificate for shares of Common Stock
issued upon exercise of this warrant, unless at the time of exercise such
shares are registered under the Securities Act, shall bear the following
legend:

       "This security has not been registered under the Securities Act of
       1933, as amended, or under the securities laws of any state or
       other jurisdiction and may not be sold, offered for sale or
       otherwise transferred unless registered or qualified under said
       Act and applicable state securities laws or unless the Company
       receives an opinion of counsel in form and scope reasonably
       satisfactory to the Company that registration, qualification or
       other such actions are not required under any such laws.  The
       offering of this security has not been reviewed or approved by any
       state securities administrator. This security is subject to a
       Stockholders Agreement, dated as of October 2, 1998, between the
       Company and the other parties listed therein, copies of which are
       on file with the Company and will be furnished upon written
       request and without charge."

       Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public


<PAGE>

distribution pursuant to a registration statement under the
Securities Act) shall also bear such legend unless, in the opinion of counsel
selected by the holder of such certificate and reasonably acceptable to the
Company, the secunties represented thereby are no longer subject to restrictions
on resale under the Securities Act.

       1.5    RESERVATION; AUTHORIZATION.  The Company has reserved and will
keep available for issuance upon exercise of this Warrant the total number of
shares of Common Stock deliverable upon exercise of this Warrant from time to
time outstanding.  The issuance of such shares has been duly and validly
authorized and, when issued and sold in accordance with this Warrant, such
shares will be duly and validly issued, fully paid and nonassessable.

                                    ARTICLE II

                        WARRANT AGENCY; TRANSFER, EXCHANGE
                           AND REPLACEMENT OF WARRANTS

       2.1    WARRANT AGENCY.  At any time after a public offering of Common
Stock registered under the Securities Act, the Company may promptly appoint
and thereafter maintain, at its own expense, an agency in New York, New York,
which agency may be the Company's then existing transfer agent (the "Warrant
Agency"), for certain purposes specified herein, and shall give prompt notice
of such appointment (and appointment of any successor Warrant Agency) to the
Holder. Until an independent Warrant Agency is so appointed, the Company
shall perform the obligations of the Warrant Agency provided herein at its
address as specified on the signature page hereto or such other address as
the Company shall specify by notice to the Holder.

       2.2    OWNERSHIP OF WARRANT.  The Company may deem and treat the
Person in whose name this Warrant is registered as the Holder and owner
hereof (notwithstanding any notations of ownership or writing hereon made by
any Person other than the Warrant Agency) for all purposes and shall not be
affected by any notice to the contrary, until presentation of this Warrant
for registration of transfer as provided in this Article II.

       2.3    TRANSFER OF WARRANT.   Holder may not sell, assign, transfer,
pledge or otherwise dispose of ("Transfer") all or any portion of this
Warrant, either voluntarily or involuntarily or by operation of law, other
than by will or the laws of descent and distribution; provided, that Holder
may Transfer all or any portion of the Warrant to Holder's Personal
Representative, so long as such Personal Representative agrees to be bound by
the provisions hereof.


<PAGE>

       2.4    DIVISION OF WARRANT.   This Warrant may be divided upon
surrender hereof to the Warrant Agency, together with a written notice
specifying the names and denominations in which the new Warrants are to be
issued, signed by the Holder.  Subject to compliance with Section 2.3 as to
any Transfer which may be involved in the division, the Company shall execute
and deliver new Warrants in exchange for the Warrant or Warrants to be
divided in accordance with such notice.

       2.5    LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANTS.   Upon
receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, the Company will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same
aggregate number of shares of Common Stock as provided for in such lost,
stolen, destroyed or mutilated Warrant.

       2.6    EXPENSES OF DELIVERY OF WARRANTS.   The Company shall pay all
expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of this Warrant and
the Common Stock issuable hereunder.

                                  ARTICLE III

                                 CERTAIN RIGHTS

       3.1    STOCKHOLDERS AGREEMENT.  This Warrant and the Common Stock
issuable upon exercise of this Warrant are subject to a Stockholders
Agreement dated as of October 2, 1998, by and among the Company and the other
parties listed therein (the "Stockholders Agreement").  The Company shall
keep a copy of the Stockholders Agreement, and any amendments thereto, at the
Warrant Agency and shall furnish copies thereof to the Holder upon request.

       3.2    NOTICE OF FAIR MARKET VALUE.  Upon each determination of Fair
Market Value hereunder (other than a determination relating solely to setting
the value of fractional shares), the Company shall promptly give notice
thereof to the Holder.

                                   ARTICLE IV

                             ANTIDILUTION PROVISIONS

<PAGE>


       4.1    ADJUSTMENTS GENERALLY.  The Exercise Price and the number of
shares of Common Stock (or other securities or property) issuable upon
exercise of this Warrant shall be subject to adjustment from time to time
upon the occurrence of certain events, as provided in this Article IV.

       4.2    COMMON STOCK REORGANIZATION.  If the Company shall after the
date of issuance of this Warrant subdivide its outstanding shares of Common
Stock into a greater number of shares or consolidate its outstanding shares
of Common Stock into a smaller number of shares (any such event being called
a "Common Stock Reorganization"), then (a) the A Exercise Price and the B
Exercise Price shall each be adjusted, effective immediately after the record
date at which the holders of shares of Common Stock are determined for
purposes of such Common Stock Reorganization,  to a price determined by
multiplying the applicable Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such record date before giving effect
to such Common Stock Reorganization and the denominator of which shall be the
number of shares of Common Stock outstanding after giving effect to such
Common Stock Reorganization, and (b) the number of shares of Common Stock
subject to purchase upon exercise of the A Warrant and the B Warrant shall
each be adjusted, effective at such time, to a number determined by
multiplying the number of shares of Common Stock subject to purchase
immediately before such Common Stock Reorganization by a fraction, the
numerator of which shall be the number of shares outstanding after giving
effect to such Common Stock Reorganization and the denominator of which shall
be the number of shares of Common Stock outstanding immediately before such
Common Stock Reorganization.

       4.3    CAPITAL REORGANIZATION.  If after the date of issuance of this
Warrant there shall be any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is a
continuing corporation and which does not result in any reclassification of,
or change (other than a Common Stock Reorganization or a change in par value)
in, outstanding shares of Common Stock, or any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety (any
such event being called a "Capital Reorganization"), then, effective upon the
effective date of such Capital Reorganization, the Holder shall have the
right to purchase, upon exercise of this Warrant, the kind and amount of
shares of stock and other securities and property (including cash) which the
Holder would have owned or have been entitled to receive after such Capital
Reorganization if this Warrant had been exercised as permitted herein
immediately prior to such Capital Reorganization.  As a condition to
effecting any Capital Reorganization, the Company or the successor or
surviving corporation, as the case may be, shall execute and deliver to the
Holder an agreement as to the Holder's rights in accordance with this Section
4.2, providing for subsequent adjustments as nearly equivalent as may be
practicable to the adjustments provided for in this Article IV.  The
provisions of this Section 4.2 shall similarly apply to successive


<PAGE>

Capital Reorganizations.

       4.4    CERTAIN OTHER EVENTS.  If any event occurs after the date of
issuance of this Warrant as to which the foregoing provisions of this Article
IV are not strictly applicable or, if strictly applicable, would not, in the
good faith judgment of the Board of Directors of the Company (the "Board"),
fairly protect the purchase rights of the Holder in accordance with the
essential intent and principles of such provisions, then the Board shall make
such adjustments in the application of such provisions, in accordance with
such essential intent and principles, as shall be reasonably necessary, in
the good faith opinion of the Board, to protect such purchase rights as
aforesaid.

       4.5    ADJUSTMENT RULES.

       (a)    Any adjustments pursuant to this Article IV shall be made
successively whenever an event referred to herein shall occur.

       (b)    If the Company shall set a record date to determine the holders
of shares of Common Stock for purposes of a Common Stock Reorganization or
Capital Reorganization, and shall legally abandon such action prior to
effecting such action, then no adjustment shall be made pursuant to this
Article IV in respect of such action.

       (c)    No adjustment in the amount of shares purchasable upon exercise
of this Warrant or in either of the Exercise Prices shall be made hereunder
unless such adjustment increases or decreases such amount or price by one
percent or more, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment
which together with any adjustments so carried forward shall serve to adjust
such amount or price by one percent or more.

       (d)    No adjustment in the Exercise Price shall be made hereunder if
such adjustment would reduce the exercise price to an amount below par value
of the Common Stock, which par value shall initially be $.01 per share of
Common Stock.

       4.6    NOTICE OF ADJUSTMENT.  The Company shall give the Holder
reasonable notice of the record date or effective date, as the case may be,
of any action which requires or might require an adjustment or readjustment
pursuant to this Article IV.  Such notice shall describe such event in
reasonable detail and specify the record date or effective date, as the case
may be, and, if determinable, the required adjustment and the computation
thereof. If the required adjustment is not determinable at the time of such
notice, the Company shall give reasonable notice to the Holder of such
adjustment and computation promptly after such adjustment becomes
determinable.


<PAGE>

                                    ARTICLE V

                                   DEFINITIONS

       The following terms, as used in this Warrant, have the following
respective meanings:

       "A Exercise Price" means for a particular exercise of the A Warrant, a
per share price of $0.01, as such per share price may be adjusted from time to
time pursuant to Article IV hereof.

       "B Exercise Price" means for a particular exercise of the B Warrant, a
per share price of $1.00, as such per share price may be adjusted from time to
time pursuant to Article IV hereof.

       "Business Day" shall mean (a) if any class of Common Stock is listed or
admitted to trading on a national securities exchange, a day on which the
principal national securities exchange on which such class of Common Stock is
listed or admitted to trading is open for business or (b) if no class of Common
Stock is so listed or admitted to trading, a day on which the New York Stock
Exchange is open for business.

       "Capital Reorganization" shall have the meaning set forth in Section 4.3.

       "Closing Price" with respect to any security on any day means (a) if such
security is listed or admitted for trading on a national securities exchange,
the reported last sales price regular way or, if no such reported sale occurs on
such day, the average of the closing bid and asked prices regular way on such
day, in each case as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which such class of security is listed or admitted to
trading, or (b) if such security is not listed or admitted to trading on any
national securities exchange, the last quoted sales price, or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market
on such day as reported by NASDAQ or any comparable system then in use or, if
not so reported, as reported by any New York Stock Exchange member firm
reasonably selected by the Company for such purpose.

       "Common Stock" shall have the meaning set forth in the first paragraph of
this Warrant.

       "Common Stock Reorganization" shall have the meaning set forth in Section
4.2.


<PAGE>

       "Company" shall have the meaning set forth in the first paragraph of this
Warrant.

       "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any similar or successor federal statute, and the rules and regulations of the
Securities and Exchange Commission (or its successor) thereunder, all as the
same shall be in effect at the time.

       "Exercise Price" shall mean the A Exercise Price and/or the B Exercise
Price, as applicable.

       "Fair Market Value" means the fair market value of the business or
property in question, as determined in good faith by the Board, provided,
however, that the Fair Market Value of any security for which a Closing Price is
available shall be the Market Price of such security.

       "Holder" shall have the meaning set forth in the first paragraph of this
Warrant.  The term Holders shall refer to all Holders of Warrants.

       "Initial Investment Amount" means the $50,000,000 equity investment paid
to the Company as of the date hereof.

       "Market Price", with respect to any security on any day means the average
of the daily Closing Prices of a share or unit of such secunty for the 20
consecutive Business Days ending on the most recent Business Day for which a
Closing Price is available; provided, however, that in the event that, in the
case of Common Stock, the Market Price is determined during a period following
the announcement by the Company of any subdivision, combination or
reclassification of Common Stock or the record date for such subdivision,
combination or reclassification, then, and in each such case, the Market Price
shall be appropriately adjusted to reflect the current market price per share
equivalent of Common Stock.

       "NASD" means The National Association of Securities Dealers, inc.

       "NASDAQ" means The National Association of Secunties Dealers, Inc.
Automated Quotation System.

       "Person" means an individual, corporation, limited liability company,
partnership, limited partnership, syndicate, person (including, vrithout
limitation, a "person" as defined in Section 1 3(d)(3) of the Exchange Act),
trust, association or other legal entity


<PAGE>

or government, political subdivision, agency or instrumentality of a
govemrnent.

       "Personal Representative" means, with respect to any individual, any
executor, administrator, trustee, guardian or other legal representative of
such individual.

       "Securities Act" shall mean the Securities Act of 1933, as amended,
and any similar or successor federal statute, and the rules and regulations
of the Securities and Exchange Commission (or its successor) thereunder, all
as the same shall be in effect at the time.

       "Stockholders Agreement" shall have the meaning set forth in Section
3.1.

       "Target IRR" means an internal rate of return of at least 8%, as
determined in good faith by the Board and calculated in accordance with
generally accepted financial practice, on the Initial Investment Amount
determined commencing as of the date of this Warrant.

       "Triggering Event" means a date upon which the Board of Directors of
the Company determines that the Target IRR has been reached.

       "Warrant Agency" shall have the meaning set forth in Section 2.1.

       "Warrant" shall have the meaning set forth in the first paragraph of
this Warrant.  The term "Warrants" shall also refer to the Warrants resulting
in any subdivision of this Warrant.

                                  ARTICLE VI

                                 MISCELLANEOUS

       6.1    NOTICES.  All notices, requests, consents and other
communications provided for herein shall be in writing and shall be effective
upon delivery in person, faxed or telecopied, or mailed by certified or
registered mail, return receipt requested, postage pre-paid, to the addresses
specified on the signature pages hereto or, in any case, at such other
address or addresses as shall have been furnished in writing to the Company
(in the case of a Holder) or to the Holder (in the case of the Company) in
accordance with the provisions of this paragraph.

       6.2    WAIVERS; AMENDMENTS.  No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Holder are


<PAGE>

cumulative and not exclusive of any rights or remedies which it would
otherwise have.  The provisions of this Warrant may be amended, modified or
waived with (and only with) the written consent of the Company and Holders
who collectively hold Warrants to purchase a majority of the Common Stock
subject to purchase upon exercise of such Warrants at the time outstanding.

       Any such amendment, modification or waiver effected pursuant to this
Section 6.2 shall be binding upon the Holders, upon each future Holder thereof
and upon the Company.  In the event of any such amendment, modification or
waiver the Company shall give prompt notice thereof to all Holders and, if
appropriate, notation thereof shall be made on all Warrants thereafter
surrendered for registration of transfer or exchange.

       No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.

       6.3    GOVERNING LAW.  This Warrant shall be construed in accordance
with and governed by the laws of the State of Delaware.

       6.4    SEVERABILITY.  In case any one or more of the provisions
contained in this Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

       6.5    SECTION HEADINGS.  The section headings used herein are for
convenience of reference only, are not part of this Warrant and are not to
affect the construction of or be taken into consideration in interpreting
this Warrant.

       6.6    NO RIGHTS AS STOCKHOLDER.  This Warrant shall not entitle the
Holder to any rights as a stockholder of the Company.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]


<PAGE>

       IN WITNESS WHEREOF, the Company has caused this Warrant to be executed 
in its corporate name by one of its officers thereunto duly authorized, all 
as of the day and year first above wntten.

                                          D and W Holdings, Inc.


Address:                                  By:
c/o Ardshiel, Inc.                           -----------------------------------
230 Park Avenue, Suite 2527               Name:
New York, New York 10169                       ---------------------------------
Attention: Daniel T. Morley               Title:
                                                --------------------------------
ACCEPTED AND AGREED TO:


Name:         Randall S.  Fojtasek
Address:      3801 Maplewood Avenue
              Dallas, TX 75205


<PAGE>

                         ANNEX A

                   SUBSCRIPTION NOTICE

        (To be executed upon exercise of Warrant)

TO D AND W HOLDINGS, INC.:

       The undersigned hereby irrevocably elects to exercise the attached
Warrant, and to purchase thereunder, in exercise of the / / A Warrant,
________ shares of Common Stock, and/or in exercise of the / / B Warrant,
________ shares of Common Stock in exchange for payment of an Exercise Price
in an aggregate amount equal to $________.  With respect to the exercise of
the B Warrant, if applicable, the undersigned hereby requests that the Board
of Directors determine whether a Triggering Event has occurred.

       Please issue a certificate or certificates for such shares of Common
Stock in the following name or names and denominations:



       If said number of shares shall not be all the shares issuable upon
exercise of the attached Warrant, a new Warrant is to be issued in the name
of the undersigned for the balance remaining of such shares less any fraction
of a share paid in cash.

Dated: _________________, 19____



                                             Note:  The above signature
                                                    should correspond exactly
                                                    with the name on the face
                                                    of the attached Warrant
                                                    or with the name of the
                                                    assignee appearing in the
                                                    assignment form below.


<PAGE>

                                    ANNEX B

                                 CERTIFICATION

       The undersigned hereby certifies to Atrium Corporation that he, she or
it is:

          a.     an "accredited investor" as that term is defined in
                 Regulation D promulgated pursuant to the Securities Act or
                 any successor regulation, as such provisions may be in
                 effect on the date hereof, and is an "accredited investor"
                 pursuant to Section 501 of such provision; and

          b.     is knowledgeable, sophisticated and experienced in business
                 and financial matters and in securities similar to the
                 Common Stock; is aware of the limitation on the transfer of
                 the Common Stock imposed by applicable securities laws and
                 any limitations on transfer imposed by contracts with the
                 Company or others; and has had access to, or been furnished
                 with, all information about the Common Stock and the Company
                 deemed necessary to conclude that he, she or it has the
                 ability to bear the economic risk of the investment in the
                 Common Stock and to afford the complete loss of such
                 investment.

       IN WITNESS WHEREOF, the undersigned has executed this CERTIFICATION this
____ day of _______________, 199__.

For Individuals:                          For Entities:

                                          --------------------------------------
Signature                                 Printed Name of Entity


                                          By:
                                             -----------------------------------
Printed Name                              Name:
                                               ---------------------------------
                                          Title:
                                                --------------------------------